UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 15, 2005
CNB Bancorp, Inc.
(Exact name of registrant as specified in its charter)
New York 000-17501 14-1709485
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12-24 North Main Street, Gloversville, New York 12078
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (518) 773-7911
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events.
Item 8.01. Other Events.
On August 15, 2005, CNB Bancorp, Inc. mailed the letter to shareholders
attached as Exhibit 99 and incorporated herein.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is being filed herewith:
(99) Letter to shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CNB Bancorp, Inc.
Date: August 15, 2005
By: /s/ George A. Morgan
George A. Morgan
Executive Vice President and
Chief Financial Officer
Exhibit Index to Current Report on Form 8-K
Exhibit
Number
(99) Letter to shareholders.
Exhibit 99
CNB BANCORP, INC.
Gloversville, New York 12078
To Our Shareholders:
We are pleased to enclose your dividend payment for the third quarter of
2005. The Board of Directors declared a dividend of $.21 per share, payable
August 15, 2005 to shareholders of record at the close of business August 8,
2005.
On June 13, 2005, your company, CNB Bancorp, Inc. (CNB), entered into a
definitive agreement providing for the merger of CNB with and into NBT
Bancorp, Inc. (NBT). The merger, which has been unanimously approved by the
boards of directors of CNB and NBT, is subject to regulatory approval as well
as approval by CNB shareholders at a special shareholders meeting that is
expected to be held in the fourth quarter of this year.
Enclosed is a copy of the June 14 press release announcing the merger
agreement.
* * *
NBT and CNB will file a registration statement, a joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the Securities and Exchange Commission (the "SEC"). CNB
stockholders are urged to read the registration statement and the joint proxy
statement/prospectus when they become available and any other relevant
documents filed with the SEC, as well as any amendments or supplements to
those documents, because they will contain important information. You will be
able to obtain a free copy of the joint proxy statement/prospectus, as well
as other filings containing information about NBT and CNB, at the SEC's
Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus can be obtained, when
available and without charge, by directing a request to NBT Bancorp Inc., 52
South Broad Street, P.O. Box 351, Norwich, NY 13815, Attn: Michael J.
Chewens, 607-337-6520 or CNB Bancorp, Inc., 10-24 North Main Street, P.O. Box
873, Gloversville, N.Y. 12078, Attn: George A. Morgan.
CNB and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of CNB in connection
with the acquisition. Information about the directors and executive officers
of CNB and their ownership of CNB common stock is set forth in the proxy
statement, for CNB's annual meeting of stockholders held on April 19, 2005,
as filed with the SEC on a Schedule 14A on March 17, 2005. Additional
information regarding the interests of these participants may be obtained by
reading the joint proxy statement/prospectus regarding the proposed
transaction when it becomes available.